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As Amended by Special Resolution AGM 27 th May 2018 1 BLACK ROCK SPORTS CLUB INCORPORATED Registered Business No. A0027547H. ABN 84771182330 Constitution and Rules Associations Incorporation Reform Regulations 2012 TABLE OF PROVISIONS Regulation Page PART 1—PRELIMINARY 3 1 Name 3 2 Purposes 3 3 Financial year 4 4 Definitions 4 PART 2—POWERS OF ASSOCIATION 5 5 Powers of Association 5 6 Not for profit organisation 5 PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES Division 1—Membership 5 7 (a) to (k) Classes of members 5 8 Application for membership 5 9 Annual subscription and fee on joining 9 10 Number of Members 10 11 Register of Members 10 12 Location of Members 10 13 General rights of members 10 14 Rights not transferable 10 15 Resigning as a member 10 16 Visitors 10 Division 2—Disciplinary action 17 Grounds for taking disciplinary action 11 18 Suspension of Members 11 19 Expulsion of Members 11 20 Disciplinary subcommittee 11 21 Notice to member 11 22 Decision of subcommittee 12 23 Appeal rights 12 24 Conduct of disciplinary appeal meeting 13 Division 3—Grievance procedure 13 25 Application 12 26 Parties must attempt to resolve the dispute 13 27 Appointment of mediator 13 28 Mediation process 14 29 Failure to resolve dispute by mediation 14 PART 4—GENERAL MEETINGS OF THE ASSOCIATION 14 30 Annual general meetings 15 31 Special general meetings 15 32 Special general meeting held at request of members 15 33 Notice of general meetings 15 34 Proxies 16

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As Amended by Special Resolution AGM 27th May 2018

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BLACK ROCK SPORTS CLUB INCORPORATED Registered Business No. A0027547H. ABN 84771182330

Constitution and Rules Associations Incorporation Reform Regulations 2012

TABLE OF PROVISIONS Regulation Page

PART 1—PRELIMINARY 3 1 Name 3 2 Purposes 3 3 Financial year 4 4 Definitions 4

PART 2—POWERS OF ASSOCIATION 5 5 Powers of Association 5 6 Not for profit organisation 5

PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES Division 1—Membership 5 7 (a) to (k) Classes of members 5 8 Application for membership 5 9 Annual subscription and fee on joining 9 10 Number of Members 10 11 Register of Members 10 12 Location of Members 10 13 General rights of members 10 14 Rights not transferable 10 15 Resigning as a member 10 16 Visitors 10

Division 2—Disciplinary action 17 Grounds for taking disciplinary action 11 18 Suspension of Members 11 19 Expulsion of Members 11 20 Disciplinary subcommittee 11 21 Notice to member 11 22 Decision of subcommittee 12 23 Appeal rights 12 24 Conduct of disciplinary appeal meeting 13

Division 3—Grievance procedure 13 25 Application 12 26 Parties must attempt to resolve the dispute 13 27 Appointment of mediator 13 28 Mediation process 14 29 Failure to resolve dispute by mediation 14

PART 4—GENERAL MEETINGS OF THE ASSOCIATION 14 30 Annual general meetings 15 31 Special general meetings 15 32 Special general meeting held at request of members 15 33 Notice of general meetings 15 34 Proxies 16

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35 Use of technology 16 36 Quorum at general meetings 16 37 Adjournment of general meeting 17 38 Voting at general meeting 17 39 Special resolutions 18 40 Determining whether resolution carried 18 41 Minutes of general meeting 18

PART 5—COMMITTEE 19 Division 1—Powers of Committee of Management 19

42 Role and powers 19 43 Excercise of Powers 19 44 Delegation 20

Division 2—Composition of Committee and duties of members 20 45 Composition of Committe 20 46 General Duties 20 47 President and Vice-President 21 48 Secretary 21 49 Treasurer 21

Division 3—Election of Board members and tenure of office 22 50 Positions to be declared vacant & Term of Office 22 51 Method of Election of the Committee 22 52 Nominations do not exceed number of vacancies 22 53 (a) to (m) Ballot Rules if required 22

54 Filling casual vacancies 23 Term of office Rule 50

Division 4—Meetings of Committee 24 55 Meetings of Committee 24 56 Notice of meetings 24 57 Urgent meetings 24 58 Procedure and order of business 24 59 Use of technology 24 60 Voting 25 61 Quorum 25

PART 6—FINANCIAL MATTERS 25 62 Source of funds 25 63 Management of funds 25 64 Financial records 25 65 Financial statements 26

PART 7—GENERAL MATTERS 26 66 Common seal 26 67 Registered address 26 68 Notice requirements 26 69 Custody and inspection of books and records 27 70 Indemnity of Officers 27 71 Dissolution of the Club 28 72 Alteration of Rules 28

75 Audit 28

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PART 1—PRELIMINARY

1 (a) Name The name of the incorporated association is Black Rock Sports Club Incorporated. (in these rules called "the Club".)

(b) The premises of the Club shall be at Fern Street, Black Rock in the State of Victoria Note

Under section 23 of the Act, the name of the association and its registration number must appear on all its business documents 2 Purposes The purposes of the association are:-

(a) To promote and encourage the games of bowls, tennis and other social and sporting activities and as a consequence promote harmony within the Club.

(b) To provide bowling greens, tennis courts and grounds at Black Rock or elsewhere and to lay out, prepare and maintain the same for bowls, tennis and other purposes of the Club and to provide club houses, and to permit the same and the property of the Club to be used by members and other persons either gratuitously or for payment.

(c) To purchase, hire, make, sell and deal in or provide and maintain all requisites for the greens, courts,

grounds, club houses or premises of the Club or which may be used by persons attending the same and to apply for and hold any authority or licence including a liquor licence which may be necessary for so doing.

(d) To purchase, take on, lease or in exchange or otherwise acquire any lands, buildings, easements,

rights, shares or property real or personal which may be required for the purpose of or conveniently used in connection with any of the purposes of the Club and to sell, demise, mortgage, give or exchange or otherwise deal with the same.

SECTIONS (e) The Club in order to encourage activity in competitive sports and in the interests of efficient

management shall be divided into two sections namely, the Bowling Section, and the Tennis Section which shall be known as Black Rock Bowling Club and Black Rock Tennis Club respectively. These sections shall operate within the structure of the Club and may exercise only such powers as the Board in its absolute discretion shall determine and shall in all matters be subject to the absolute control of the Board.

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3 Financial year The financial year of the Association is each period of 12 months ending on 31st March

4 Definitions In these Rules— absolute majority, of the Committee, means a majority of the committee members

currently holding office and entitled to vote at the time (as distinct from a majority of committee members present at a committee meeting);

associate member means a member referred to in rule 14(1); Chairperson, of a general meeting or committee meeting, means the person chairing the

meeting as required under rule 46; Committee means the "The Board" means the Board of Management of the Club constituted as hereinafter provided. "President", "Vice-President", "Honorary General Secretary" and "Honorary General Treasurer" means those respective officers of the Club. Assistant Honorary Treasurer shall be deemed to be Honorary Section Treasurer

committee meeting means a meeting of the Board of Management held in accordance with these Rules;

committee member means a member of the Board of Management elected or appointed under Division 3 of Part 5;

disciplinary appeal meeting means a meeting of the members of the Association convened under rule 23(3);

disciplinary meeting means a meeting of the Committee convened for the purposes of rule 22;

disciplinary subcommittee means the subcommittee appointed under rule 20; financial year means the 12 month period specified in rule 3; general meeting means a general meeting of the members of the Association convened in

accordance with Part 4 and includes an annual general meeting, a special general meeting and a disciplinary appeal meeting;

member means a member of the Association; member entitled to vote means a member who under rule 13(2) is entitled to vote at a

general meeting; special resolution means a resolution that requires not less than three-quarters of the

members voting at a general meeting, whether in person or by proxy, to vote in favour of the resolution;

the Act means the Associations Incorporation Reform Act 2012 and includes any regulations made under that Act;

the Registrar means the Registrar of Incorporated Associations.

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PART 2—POWERS OF ASSOCIATION

5 Powers of Association (1) Subject to the Act, the Association has power to do all things incidental or conducive to

achieve its purposes. (2) Without limiting subrule (1), the Association may— (a) acquire, hold and dispose of real or personal property; (b) open and operate accounts with financial institutions; (c) invest its money in any security in which trust monies may lawfully be invested; (d) raise and borrow money on any terms and in any manner as it thinks fit; (e) secure the repayment of money raised or borrowed, or the payment of a debt or

liability; (f) appoint agents to transact business on its behalf; (g) enter into any other contract it considers necessary or desirable. (3) The Association may only exercise its powers and use its income and assets (including any

surplus) for its purposes. 6 Not for profit organisation (1) The Association must not distribute any surplus, income or assets directly or indirectly to

its members. (2) Sub rule (1) does not prevent the Association from paying a member— (a) reimbursement for expenses properly incurred by the member; or (b) for goods or services provided by the member—

if this is done in good faith on terms no more favourable than if the member was not a member.

PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES

Division 1—Membership A natural person who is:- (a) nominated, seconded and elected as a member as provided in these rules and who has paid

the prescribed Entrance Fee and Annual Subscription, or (b) accorded Life Membership pursuant to Rule 8, or (c) elected as an associate member under Rule 7A or

(d) granted honorary membership under Rule 7(b) (e) granted social membership in accordance with Rule 10 (b)

shall be eligible to be a member of the Club. Classes of Members 7. There shall be the following classes of members of the Club:

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(a) Ordinary Members not exceeding 595 in number at any time; (d) Intermediate Members not exceeding 25 in number at any one time (g) Junior Members not exceeding 75 in number at any one time; (b) Life Members not exceeding 7 in number at any one time; ; (c) Honorary Members as the Committee may admit under Rule 7B hereof (e) Associate Members not exceeding 100 in number at any one time; (f) Non Playing Members not exceeding 80 in number at any one time; . (h) Social Members not exceeding 50 in number at any one time (i) Family Members ( to be included in quotas for Ordinary and Junior Members) (j] Night Membership (f) granted membership as the nominated representative of a Corporate Member in accordance with

Rule 7D”; 7 {a). Ordinary Members

(i) Ordinary Members of the Club shall consist of such persons over the age of 18 years and who are not Intermediate members (as in §7(b)) and who are of good character and have paid the entrance fees and annual subscriptions current at the time of their admittance by the Committee as members, and paid thereafter such annual subscriptions as are provided by these rules.

Ordinary Members shall include adults who are elected members as part of a Family Membership (ii) Ordinary Members shall have the following rights:-

(a) to vote at all meetings of the Club, (b) to vote at elections to the Committee, and (c) to be eligible for election to the Committee

7 (b) Intermediate Members

(i) Intermediate Members, being persons over the age of 18 years and under 23 years of age and being full-time students at approved institutions, shall be entitled to all the privileges of Ordinary Members save that:

(ii) they shall not be entitled to vote at any meeting of members of the Club on any matter whatsoever;

(iii) they shall not be entitled to hold any Office in the Club. (iv) upon attaining the age of 23 years Intermediate membership shall cease and

application may be made for admission as an Ordinary Member. 7 (c) Junior Members (i) Junior Members of the Club, being persons under the age of 18 years, shall be entitled to all of the rights and privileges of Ordinary Members save that: (ii) they shall not be entitled to vote at any meeting of members of the Club on any matter whatsoever; (iii) they shall not be entitled to hold any Office in the Club;

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(iv) they shall not be entitled to be supplied with purchase or consume any alcoholic liquor at or on the premises of the Club;

(v) their use of the Club premises and playing areas shall be as determined by the Committee.

Junior Members shall also include Juniors who are elected members as part of a Family Membership

7 (d) Life Members . Any member who has rendered valuable service to the Club over a period of not less than ten years may at

an Annual General Meeting be elected a Life Member. The number of Life Members elected shall be limited to two in any particular year with a maximum of seven at any one time. A nomination for Life Membership shall be made in writing by a proposer and seconder who shall be financial members of the Club. Such nomination shall be lodged with the Honorary General Secretary not less than twenty-eight days prior to the Annual General Meeting who shall cause the same to be posted on the Notice Committee in the Club House for a period of not less than twenty-one days immediately preceding the Annual General Meeting at which it is proposed that the Life Member be elected. Members shall be notified in the Notice of the Annual General Meeting of such nomination. Life Members shall have the all the rights and privileges of Ordinary Members and be subject to the obligations of members save that they shall not be liable for payment of any annual subscription

7(e). Honorary Members Honorary Members shall not have any voting rights and shall consist of the following:- (i) Such persons of the age of eighteen years or over being members of other Bowling or

Tennis Clubs recognised by the Committee who shall be visiting the club premises for the purpose of taking part in a competition held by the Club on that day,

(ii) Any person of the age of eighteen years or over being the spouse of any member attending the club premises

(ii) Any person attending the Club for purposes of coaching or competitive play and the parents or guardians of such persons.

(iii) Any person who has been an active member of the club for a minimum of 30 years and is unable to continue playing active sport due to old age infirmity or illness.

7 (f).Associate Members (i) Associate Members shall consist of such members of any bowling club affiliated with Bowls Victoria or any other bowling association or such members of other tennis clubs or such other persons as may be elected by the Committee according to the terms and conditions for Associate Membership as established by the Committee from time to time, subject to the payment of such entrance fee and subscription as determined by the Committee. Associate Membership shall be offered only to new members in their first year of membership and shall be for a period of up to twelve months.

(ii) Associate Members shall not be entitled to vote at General Meetings or be eligible for election to the Committee.

7(g) Non-playing members (i) Any member having been a playing member for at least 10 years, or in special

circumstances such lesser period as the Committee may approve, who, because of illness or physical infirmity or some other reason, is unable to continue as a playing member, may with the consent of the Committee, become a non-playing member of the Club subject only to payment of the annual subscription as a member of the Club.

( ii) Non-playing members shall only be entitled to vote at General Meetings of the Club.

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7(h) Social Members (i) Social Members shall consist of such persons who do not play bowls or tennis,

have expressed and interest in the Club and have agreed to pay such subscriptions as shall have been determined in accordance with Rules 23 and 28.

( ii) Social Members shall not have any voting right 7(i) Family Membership (c) (a) Family Membership at a reduced rate to individual membership may be granted to family

units consisting of two adult partners or a sole parent and/or dependant children under 18 years of age all residing at the same address.

(b) The Annual Family Membership fee to be determined by the Committee. 7(j) Night Membership (i). Night Members shall not have any voting rights. 7(k) Corporate Members

(i)Corporate Members shall consist of entities whose application for Corporate Membership, including the nomination of a corporate representative, has been approved by the Committee, and who have paid such subscription and/or such other contribution as agreed by the Committee. (ii)Neither Corporate Members nor their nominated representatives shall be entitled to vote at General Meetings or be eligible for election to the Committee. (iii)Entitlements of Corporate Members will be as determined by the Committee 8 APPLICATIONS FOR MEMBERSHIP (i). Save and except for Honorary Members, every application for membership of the Club signed by

the applicant, the proposer and seconder, shall be addressed to the Honorary General Secretary and shall clearly state the full name and address of the candidate together with such other particulars as the Board may prescribe. The proposer and seconder shall be financial members.

(ii) The Honorary General Secretary shall cause the names and addresses of persons proposed for membership to be displayed in a conspicuous place in the Club premises for at least fourteen days before their election. At the next meeting of the Committee after the expiration of the said period of fourteen days the Honorary General Secretary shall submit the application to the meeting. If an application is approved by the Committee the candidate, upon payment of the entrance fee (if any) and the first annual subscription within fourteen days of the date on which he is advised by the Honorary General Secretary of the Committee's approval, shall become a member of the Club.

Any person whose application for membership has been rejected shall not again be nominated for a period of twelve months from the date of the rejection for membership.

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9 ENTRANCE FEES AND ANNUAL SUBSCRIPTIONS (i). The entrance fees and annual subscriptions payable shall be such sums as the Committee may from

time to time determine. Members shall, subject to approval in each case by the Committee (which approval the Committee may, if it considers it to be in the interests of the Club so to do, withdraw at any time) be entitled to use the Club's bowling greens and tennis courts on payment of such additional fees as the Committee may from time to time determine. If a person is admitted to Bowling membership after 31st day of January in any year his subscription shall be such sum as the Committee shall determine. If a person is admitted to Tennis membership after the 31st day of July in any year his subscription shall be calculated on a pro rata basis.

(ii). All annual subscriptions (other than the first annual subscription payable by a new member) shall be

payable by the first day of May in each year. If any member fails to pay the annual subscription by thirty-first of May in any year he or she shall be deemed to be unfinancial.

(iii) A member who is unfinancial shall not be eligible for nomination to any office of the Club nor to

vote at any meeting of members. Such member shall not be eligible to take part in any competition conducted by the Club nor to represent the Club in any competition or event conducted by an association with which the Club is affiliated

(iv) Any member who fails to pay the annual subscription by the thirtieth day of June shall automatically

cease to be a member of the Club. (v) If any person who has ceased to be a member of the Club by virtue of the provisions of the

preceding Rule gives to the Committee an explanation deemed to be satisfactory by the Committee of the failure to pay the annual subscription such member may upon the payment of all arrears of subscription be re-admitted to membership of the Club in accordance with these Rules but payment of any entrance fee may be waived at the discretion of the Committee.

(vi). The Committee may in its absolute discretion make a call or calls on members, provided that the

amount of such call or calls on any member in any financial year shall not exceed the sum of the annual subscription as determined by the Committee in accordance with Rule 23.

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Number of Members

10 The number of members of the Club is declared to be not to exceed 650 (excluding Junior and Intermediate Members) but the Committee may, subject to the prior approval of the Liquor Control Commission, register an increase in numbers.

Register of Members 11. The Honorary General Secretary shall keep and maintain a register of members in which shall be

entered the full name, address and date of entry of each member. The register shall be available for inspection by members at the office of the Honorary General Secretary.

Location of Members 12. Members shall notify the Honorary General Secretary in writing of any changes of their address

and/or telephone number. Rights of Members 13 Subject to the express provisions of this Rule and to the Statement of Purposes and to any by-laws

for the time being in force made by the Committee as hereinafter provided all members shall be entitled to use in common all premises and property (other than office, bar, greenkeeping and kitchen equipment) of the Club and to be supplied, at such charges as the Committee may determine, with such meals and refreshments and food as are provided by the Club for the use of members. No person shall be entitled to derive any profit, benefit or advantage from the Club which is not shared equally by every Ordinary Member, save and except as provided by rule 49.

14 The rights and privileges of a member shall be personal and shall not be transferable. 15 Resignation or Death of Members A member may resign from the Club at any time by giving one month's written notice to the

Honorary General Secretary of his intention to do so but any member so resigning shall remain liable for any annual subscription which may be payable by him, unless otherwise agreed by the Committee. Should a member resign or die during the first six months of the Club's financial year, the Committee may at its absolute discretion refund all or any part of the annual subscription paid by that member in that financial year. If any member who has resigned desires to rejoin the Club he shall apply for admission in the manner provided in these rules but the Committee may, if it thinks fit, remit in whole or in part payment of any entrance fee.

16. Visitors A Member shall not introduce more than twenty visitors on any one occasion and must remain on the Club premises until the last visitor introduced by him leaves to ensure that the behaviour of such visitors does not violate the Club’s Liquor Licence and to ensure that no damage is done to Club property (b) With the exception of the spouse of a member, a person shall not be introduced as a visitor on more than six occasions in any one calendar year. (c) The names, addresses and signatures of all visitors, together with the names of the members

introducing them shall be recorded in a book kept for that purpose

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.

Division 2—Disciplinary action 17 Grounds for taking disciplinary action

The Association may take disciplinary action against a member in accordance with this Division if it is determined that the member—

(a) has failed to comply with these Rules; or (b) refuses to support the purposes of the Association; or (c) has engaged in conduct prejudicial to the Association. Suspension of Members 18. If at any time in the opinion of the Committee the behaviour of a member shall be such as to warrant

or justify censure of the member the Committee shall have the power to suspend such member for such period as it thinks fit

Expulsion of Members 19 If at any time the Committee shall be of the opinion that, owing to the conduct of any member the

interests of the Club so require, it may by letter invite such member to resign from the Club within a specified time. In default of his resignation the Committee shall call upon him for an explanation of his conduct and shall hear what he has to say or consider any written statement made by him in his defence, which shall be made within 14 days of the Committee's request. If no reply is received or if the explanation is considered to be unsatisfactory the Committee shall expel him from the Club. Unless the member so expelled failed to provide the Committee with a explanation he shall have the right to appeal against such expulsion at a Special General Meeting of the members of the Club to be called within twenty-one days of the lodging of the appeal. A member expelled in accordance with this rule shall have no claim on the property of the Club except as a creditor if he be a creditor of the Club and shall not be eligible for re-election as a member.

. 20 Disciplinary subcommittee (1) If the Committee is satisfied that there are sufficient grounds for taking disciplinary action

against a member, the Committee may appoint a disciplinary subcommittee to hear the matter and determine what action, if any, to take against the member.

(2) The members of the disciplinary subcommittee— (a) maybe Committee members, members of the Association or anyone else; but (b) must not be biased against, or in favour of, the member concerned. 21 Notice to member (1) Before disciplinary action is taken against a member, the Secretary must give written

notice to the member— (a) stating that the Association proposes to take disciplinary action against the member;

and (b) stating the grounds for the proposed disciplinary action; and (c) specifying the date, place and time of the meeting at which the disciplinary

subcommittee intends to consider the disciplinary action (the disciplinary meeting); and

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(d) advising the member that he or she may do one or both of the following— (i) attend the disciplinary meeting and address the disciplinary subcommittee at

that meeting; (ii) give a written statement to the disciplinary subcommittee at any time before the

disciplinary meeting; and (e) setting out the member's appeal rights under rule 23. (2) The notice must be given no earlier than 28 days, and no later than 14 days, before the

disciplinary meeting is held. 22 Decision of subcommittee (1) At the disciplinary meeting, the disciplinary subcommittee must— (a) give the member an opportunity to be heard; and (b) consider any written statement submitted by the member. (2) After complying with sub rule (1), the disciplinary subcommittee may— (a) take no further action against the member; or (b) subject to sub rule (3)— (i) reprimand the member; or (ii) suspend the membership rights of the member for a specified period; or (iii) expel the member from the Association. (3) The disciplinary subcommittee may not fine the member. (4) The suspension of membership rights or the expulsion of a member by the disciplinary

subcommittee under this rule takes effect immediately after the vote is passed. 23 Appeal rights (1) A person whose membership rights have been suspended or who has been expelled from

the Association under rule 22 may give notice to the effect that he or she wishes to appeal against the suspension or expulsion.

(2) The notice must be in writing and given— (a) to the disciplinary subcommittee immediately after the vote to suspend or expel the

person is taken; or (b) to the Secretary not later than 48 hours after the vote. (3) If a person has given notice under sub rule (2), a disciplinary appeal meeting must be

convened by the Committee as soon as practicable, but in any event not later than 21 days, after the notice is received.

(4) Notice of the disciplinary appeal meeting must be given to each member of the Association who is entitled to vote as soon as practicable and must—

(a) specify the date, time and place of the meeting; and (b) state— i) the name of the person against whom the disciplinary action has been taken;

and (ii) the grounds for taking that action; and

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(iii) that at the disciplinary appeal meeting the members present must vote on whether the decision to suspend or expel the person should be upheld or revoked.

24 Conduct of disciplinary appeal meeting (1) At a disciplinary appeal meeting— (a) no business other than the question of the appeal may be conducted; and (b) the Committee must state the grounds for suspending or expelling the member and

the reasons for taking that action; and (c) the person whose membership has been suspended or who has been expelled must be

given an opportunity to be heard. (2) After complying with sub rule (1), the members present and entitled to vote at the meeting

must vote by secret ballot on the question of whether the decision to suspend or expel the person should be upheld or revoked.

(3) A member may not vote by proxy at the meeting. (4) The decision is upheld if not less than three quarters of the members voting at the meeting

vote in favour of the decision.

Division 3—Grievance procedure 25 Application (1) The grievance procedure set out in this Division applies to disputes under these Rules

between— (a) a member and another member; (b) a member and the Committee; (c) a member and the Association. (2) A member must not initiate a grievance procedure in relation to a matter that is the subject

of a disciplinary procedure until the disciplinary procedure has been completed. 26 Parties must attempt to resolve the dispute

The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.

27 Appointment of mediator (1) If the parties to a dispute are unable to resolve the dispute between themselves within the

time required by rule 26, the parties must within 10 days— (a) notify the Committee of the dispute; and (b) agree to or request the appointment of a mediator; and (c) attempt in good faith to settle the dispute by mediation. (2) The mediator must be— (a) a person chosen by agreement between the parties; or (b) in the absence of agreement—

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(i) if the dispute is between a member and another member—a person appointed by the Committee; or

(ii) if the dispute is between a member and the Committee or the Association—a person appointed or employed by the Dispute Settlement Centre of Victoria.

(3) A mediator appointed by the Committee may be a member or former member of the Association but in any case must not be a person who—

(a) has a personal interest in the dispute; or (b) is biased in favour of or against any party. 28 Mediation process (1) The mediator to the dispute, in conducting the mediation, must— (a) give each party every opportunity to be heard; and (b) allow due consideration by all parties of any written statement submitted by any

party; and (c) ensure that natural justice is accorded to the parties throughout the mediation

process. (2) The mediator must not determine the dispute. 29 Failure to resolve dispute by mediation

If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise by law

PART 4—GENERAL MEETINGS OF THE ASSOCIATION

30 Annual general meetings (1) The Committee of Management must convene an annual general meeting of the

Association to be held within 5 months after the end of each financial year. (2) Despite sub rule (1), the Association may hold its first annual general meeting at any time

within 18 months after its incorporation. (3) The Committee of Management may determine the date, time and place of the annual

general meeting. (4) The ordinary business of the annual general meeting is as follows— (a) to confirm the minutes of the previous annual general meeting and of any special

general meeting held since then; (b) to receive and consider— (i) the annual report of the Committee of Management on the activities of the

Association during the preceding financial year; and (ii) the financial statements of the Association for the preceding financial year

submitted by the Committee of Management in accordance with Part 7 of the Act;

(c) to elect the members of the Committee of Management (d) to confirm or vary the amounts (if any) of the annual subscription and joining fee. (5) The annual general meeting may also conduct any other business of which notice has been

given in accordance with these Rules.

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31 Special general meetings (1) Any general meeting of the Association, other than an annual general meeting or a

disciplinary appeal meeting, is a special general meeting. (2) The Committee of Management may convene a special general meeting whenever it thinks

fit. (3) No business other than that set out in the notice under rule 33 may be conducted at the

meeting. Note

General business may be considered at the meeting if it is included as an item for consideration in the notice under rule 33 and the majority of members at the meeting agree.

32 Special general meeting held at request of members (1) The Committee of Management must convene a special general meeting if a request to do

so is made in accordance with sub rule (2) by at least 10% of the total number of members.

(2) A request for a special general meeting must— (a) be in writing; and (b) state the business to be considered at the meeting and any resolutions to be proposed;

and (c) include the names and signatures of the members requesting the meeting; and (d) be given to the Secretary. (3) If the Committee of Management does not convene a special general meeting within one

month after the date on which the request is made, the members making the request (or any of them) may convene the special general meeting.

(4) A special general meeting convened by members under sub rule (3)— (a) must be held within 3 months after the date on which the original request was made;

and (b) may only consider the business stated in that request. (5) The Association must reimburse all reasonable expenses incurred by the members

convening a special general meeting under sub rule (3). 33 Notice of general meetings (1) The Secretary (or, in the case of a special general meeting convened under rule 32(3), the

members convening the meeting) must give to each member of the Association— (a) at least 21 days' notice of a general meeting if a special resolution is to be proposed

at the meeting; or (b) at least 14 days' notice of a general meeting in any other case. (2) The notice must— (a) specify the date, time and place of the meeting; and

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(b) indicate the general nature of each item of business to be considered at the meeting; and

(c) if a special resolution is to be proposed— (i) state in full the proposed resolution; and (ii) state the intention to propose the resolution as a special resolution; and (d) comply with rule 34(5). (3) This rule does not apply to a disciplinary appeal meeting.

Note

Rule 23(4) sets out the requirements for notice of a disciplinary appeal meeting.

34 Proxies (1) A member may appoint another member as his or her proxy to vote and speak on his or

her behalf at a general meeting other than at a disciplinary appeal meeting. (2) The appointment of a proxy must be in writing and signed by the member making the

appointment. (3) The member appointing the proxy may give specific directions as to how the proxy is to

vote on his or her behalf, otherwise the proxy may vote on behalf of the member in any matter as he or she sees fit.

(4) If the Committee has not approved a form for the appointment of a proxy, the member may use any other form that clearly identifies the person appointed as the member's proxy and that has been signed by the member.

(5) Notice of a general meeting given to a member under rule 33 must— (a) state that the member may appoint another member as a proxy for the meeting; and (b) include a copy of any form that the Committee has approved for the appointment of a

proxy. (6) A form appointing a proxy must be given to the Chairperson of the meeting before or at

the commencement of the meeting. (7) A form appointing a proxy sent by post or electronically is of no effect unless it is

received by the Association no later than 24 hours before the commencement of the meeting.

35 Use of technology (1) A member not physically present at a general meeting may be permitted to participate in

the meeting by the use of technology that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other.

(2) For the purposes of this Part, a member participating in a general meeting as permitted under sub rule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

36 Quorum at general meetings (1) No business may be conducted at a general meeting unless a quorum of members is

present. (2) The quorum for a general meeting is the presence (physically, by proxy or as allowed

under rule 35) of 10% of the members entitled to vote.

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(3) If a quorum is not present within 30 minutes after the notified commencement time of a general meeting—

(a) in the case of a meeting convened by, or at the request of, members under rule 32—the meeting must be dissolved; Note

If a meeting convened by, or at the request of, members is dissolved under this sub rule, the business that was to have been considered at the meeting is taken to have been dealt with. If members wish to have the business reconsidered at another special meeting, the members must make a new request under rule 32.

(b) in any other case— (i) the meeting must be adjourned to a date not more than 21 days after the

adjournment; and (ii) notice of the date, time and place to which the meeting is adjourned must be

given at the meeting and confirmed by written notice given to all members as soon as practicable after the meeting.

(4) If a quorum is not present within 30 minutes after the time to which a general meeting has been adjourned under sub rule (3)(b), the members present at the meeting (if not fewer than 3) may proceed with the business of the meeting as if a quorum were present.

37 Adjournment of general meeting (1) The Chairperson of a general meeting at which a quorum is present may, with the consent

of a majority of members present at the meeting, adjourn the meeting to another time at the same place or at another place.

(2) Without limiting sub rule (1), a meeting may be adjourned— (a) if there is insufficient time to deal with the business at hand; or (b) to give the members more time to consider an item of business.

Example

The members may wish to have more time to examine the financial statements submitted by the Committee at an annual general meeting.

(3) No business may be conducted on the resumption of an adjourned meeting other than the business that remained unfinished when the meeting was adjourned.

(4) Notice of the adjournment of a meeting under this rule is not required unless the meeting is adjourned for 14 days or more, in which case notice of the meeting must be given in accordance with rule 33.

38 Voting at general meeting (1) On any question arising at a general meeting— (a) subject to sub rule (3), each member who is entitled to vote has one vote; and (b) members may vote personally or by proxy; and (c) except in the case of a special resolution, the question must be decided on a majority

of votes. (2) If votes are divided equally on a question, the Chairperson of the meeting has a second or

casting vote. (3) If the question is whether or not to confirm the minutes of a previous meeting, only

members who were present at that meeting may vote.

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(4) This rule does not apply to a vote at a disciplinary appeal meeting conducted under rule 24.

39 Special resolutions

A special resolution is passed if not less than three quarters of the members voting at a general meeting (whether in person or by proxy) vote in favour of the resolution. Note

In addition to certain matters specified in the Act, a special resolution is required—

(a) to remove a Committee of Management member from office ;

(b) to alter these Rules, including changing the name or any of the purposes of the Association.

40 Determining whether resolution carried (a) (1) Subject to subsection (2), the Chairperson of a general meeting may, on the basis of a

show of hands, declare that a resolution has been— (a) carried; or (b) carried unanimously; or (c) carried by a particular majority; or (d) lost—

and an entry to that effect in the minutes of the meeting is conclusive proof of that fact. (2) If a poll (where votes are cast in writing) is demanded by three or more members on any

question— (a) the poll must be taken at the meeting in the manner determined by the Chairperson of

the meeting; and (b) the Chairperson must declare the result of the resolution on the basis of the poll. (3) A poll demanded on the election of the Chairperson or on a question of an adjournment

must be taken immediately. (4) A poll demanded on any other question must be taken before the close of the meeting at a

time determined by the Chairperson. (b) At any general meeting (unless a ballot is demanded) a declaration by the Chairman that resolution

has been carried or lost shall be conclusive. (c) A ballot may be demanded by two Ordinary Members and if demanded shall be taken. The result of the ballot as declared by the Chairman shall be deemed to be the resolution of the meeting at which the ballot is demanded 41 Minutes of general meeting (1) The Committee of Management must ensure that minutes are taken and kept of each

general meeting. (2) The minutes must record the business considered at the meeting, any resolution on which

a vote is taken and the result of the vote. (3) In addition, the minutes of each annual general meeting must include— (a) the names of the members attending the meeting; and

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(b) proxy forms given to the Chairperson of the meeting under rule 34(6); and (c) the financial statements submitted to the members in accordance with rule

30(4)(b)(ii); and (d) the certificate signed by two committee members certifying that the financial

statements give a true and fair view of the financial position and performance of the Association; and

(e) any audited accounts and auditor's report or report of a review accompanying the financial statements that are required under the Act.

PART 5— Committee of Management

Division 1—Powers of the Committee of Management Powers of the Committee of Management 42. The Committee shall manage the business affairs and finances of the Club and shall exercise all

such powers and do all such things as may be exercised or done by the Club save such as are by these rules or by any Statute for the time being in force required to be exercised or done by the Club in general meeting subject nevertheless to any regulation contained in these rules, to the provisions of the Act and to the regulations accompanying the Act or such resolutions as are made by the Club in general meeting, but no resolution made by the Club in general meeting shall invalidate any prior act of the Committee which would have been valid if such resolution had not been made.

43. (a) In the exercise of the powers conferred by these rules and subject to the provisions of the Act,

relevant regulations and the requirements of the Liquor Control Commission the Committee may make, vary or repeal by-laws for the proper conduct and management of the Club and its Sections. In particular but not exclusively it may by such by-laws regulate:-

(a) the management of and conduct of members and visitors on the Club premises; (b) the procedure at general meetings; (c) the employment and dismissal and remuneration of employees of the Club; (d) the duties and powers of any office bearers of the Club; (e) the establishment of any delegation of powers to committees; (f) and, generally all such matters as are commonly the subject matter of club management. . (b) The Committee may issue debenture stock or bonds of the Club at any time in any form or manner

including a power to restrict transfer assignment or charge thereof or any of them and for any amount and may raise or borrow for the purposes of the Club any sum or sums of money either upon mortgage or charge on the property of the Club or on debenture stock or bonds or otherwise as it may think fit, provided that, should the Committee propose to borrow such funds as will increase the total borrowing, secured against the assets of the Club, by such sum as will exceed the annual subscriptions paid by members in the preceding year, such proposal must be authorised by the members in general meeting.

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44 Delegation (1) The Committee may delegate to a member of the Committee, a sub committee or staff,

any of its powers and functions other than— (a) this power of delegation; or (b) a duty imposed on the Committee by the Act or any other law. (2) The delegation must be in writing and may be subject to the conditions and limitations the

Committee considers appropriate. (3) The Committee may, in writing, revoke a delegation wholly or in part. (a) maintain the register of members in accordance with rule 18; and (b) keep custody of the common seal (if any) of the Association and, except for the

financial records referred to in rule 70(3), all books, documents and securities of the Association in accordance with rules 72 and 75; and

(c) subject to the Act and these Rules, provide members with access to the register of members, the minutes of general meetings and other books and documents; and

(d) perform any other duty or function imposed on the Secretary by these Rules.

Division 2—Composition of Committee and duties of members Composition 45. The Committee of Management shall consist of eight members elected annually namely - President,

Vice President, Honorary General Secretary, Honorary General Treasurer and four Ordinary Members.

46 General Duties (1) As soon as practicable after being elected or appointed to the Committee, each Committee

member must become familiar with these Rules and the Act. (2) The Committee collectively responsible for ensuring that the Association complies with

the Act and that individual members of the Committee comply with these Rules. (3) Committee members must exercise their powers and discharge their duties with reasonable

care and diligence. (4) Committee members must exercise their powers and discharge their duties— (a) in good faith in the best interests of the Association; and (b) for a proper purpose. (5) Committee members and former Committee members must not make improper use of— (a) their position; or (b) information acquired by virtue of holding their position—

so as to gain an advantage for themselves or any other person or to cause detriment to the Association.

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Note

See also Division 3 of Part 6 of the Act which sets out the general duties of the office holders of an incorporated association.

(6) In addition to any duties imposed by these Rules, a Board member must perform any other duties imposed from time to time by resolution at a general meeting.

47 President and Vice-President (1) Subject to sub rule (2), the President or, in the President's absence, the Vice-President is

the Chairperson for any general meetings and for any Board meetings. (2) If the President and the Vice-President are both absent, or are unable to preside, the

Chairperson of the meeting must be— (a) in the case of a general meeting—a member elected by the other members present; or (b) in the case of a committee meeting—a committee member elected by the other

committee members present. 48 Secretary (1) The Secretary must perform any duty or function required under the Act to be performed

by the secretary of an incorporated association. Example

Under the Act, the secretary of an incorporated association is responsible for lodging documents of the association with the Registrar.

(2) The Secretary must— (a) maintain the register of members in accordance with rule 18; and (b) keep custody of the common seal (if any) of the Association and, except for the

financial records referred to in rule 70(3), all books, documents and securities of the Association in accordance with rules 72 and 75; and

(c) subject to the Act and these Rules, provide members with access to the register of members, the minutes of general meetings and other books and documents; and

(d) perform any other duty or function imposed on the Secretary by these Rules. (3) The Secretary must give to the Registrar notice of his or her appointment within 14 days

after the appointment. 49 Treasurer (1) The Treasurer must— (a) receive all moneys paid to or received by the Association and issue receipts for those

moneys in the name of the Association; and (b) ensure that all moneys received are paid into the account of the Association within

5 working days after receipt; and (c) make any payments authorised by the Committee or by a general meeting of the

Association from the Association's funds; and (d) ensure cheques are signed by at least 2 Committee members. (2) The Treasurer must— (a) ensure that the financial records of the Association are kept in accordance with the

Act; and

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(b) coordinate the preparation of the financial statements of the Association and their certification by the Committee prior to their submission to the annual general meeting of the Association.

(3) The Treasurer must ensure that at least one other Committee member has access to the accounts and financial records of the Association.

Division 3—Election of Committee members and tenure of office 50. Positions to be declared vacant (1) This rule applies to— (a) the first annual general meeting of the Association after its incorporation; or (b) any subsequent annual general meeting of the Association, after the annual report

and financial statements of the Association have been received. (2) The Chairperson of the meeting must declare all positions on the Committee vacant and

hold elections for those positions in accordance with rules 51 to 54. Method of Election 51.. All nominations for election shall be in writing, signed by the candidate and by two other

members, all of whom shall be Ordinary Members at the time of nomination, and shall be lodged with the Honorary Secretary at least twenty-eight days before the Annual General Meeting. Upon receipt of such nominations the Honorary General Secretary shall post them on the Notice Board in the Club House

52. If the number of persons nominated for any office does not exceed the number of vacancies the

Chairman of the Annual General Meeting shall declare such persons elected. 53. If there are insufficient nominations to fill the vacancies the Committee shall have the power to fill

the vacancies at its first meeting. If more candidates are nominated than there are vacancies to be filled the election shall be conducted in the following manner:

(a) As soon as possible after the closing of nominations the Committee shall appoint a

Returning Officer who shall not be a member of the Committee or a candidate. The Committee of each Section may appoint a Scrutineer.

(b) After the closing date for nominations the order in which names appear on the ballot paper shall be determined by draw by the Returning Officer in the presence of the Scrutineers.

(c) At least twenty-one days before the date of the Annual General Meeting the Returning Officer shall deliver or cause to be delivered to each member entitled to vote a ballot paper setting forth the name of each candidate. Such delivery may be made personally or by posting the ballot paper to the member at the address appearing in the Club's Register of Members.

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(d) Each ballot paper shall bear the initials of the Returning Officer on the back of the ballot paper but shall not bear any mark of any nature whereby the voting member may be identified.

(e) Each ballot paper shall be contained in an envelope clearly marked "Ballot Paper" and that envelope shall be contained in another envelope addressed to the Returning Officer.

(f) Voters shall place a number opposite each name in order of preference. (g) All ballot papers including those sent by post must be in the hands of the Returning Officer

before the close of the Poll which shall be at 6.00 p.m. on the seventh day prior to the Annual General Meeting. Any ballot paper received after the close of the Poll shall not be included in the count.

(h) The count shall be conducted by the Returning Officer in the presence of the Scrutineers. (i) The ballot shall be subject to the direction of the Returning Officer except as otherwise

provided in these rules and any decision made by him relating to the ballot or the conduct thereof including the interpretation of these rules regarding his duties and obligations shall be final and binding.

(j) (i) The ballot shall be conducted on a preferential ballot basis so that after the initial counting of votes the candidate with the least votes is eliminated and that candidates’s votes are distributed according to their next preferences, and that this process is repeated until only the required number of candidates remain

(ii) In the event of a member being nominated for more than one position his election to the first of those positions shall nullify his nomination for any of the other positions” (k) The Returning Officer shall certify to the President at the conclusion of the ballot the names

of the persons elected. (l) The Honorary General Secretary shall record the number of votes. (m) The successful candidates shall assume office immediately after the declaration of their

election by the President at the Annual General Meeting. Casual vacancies on the Committee 54. In the event of casual vacancy(ies) occurring on the Committee, the Committee shall, subject to rule

34, continue to function and may continue with such lesser number for the balance of its term of office or may fill the casual vacancy(ies).

The office of a member of the Committee shall become vacant if the member: (a) becomes an insolvent under administration or makes an arrangement or composition with his

creditors; (b) becomes of unsound mind or a person whose estate is liable to be dealt with in any way

under the law relating to mental health; (c) resigns his office by notice in writing to the Honorary General Secretary;

(d) fails to attend three consecutive meetings of the Committee without first having obtained leave of absence;

(e) ceases to be a member of the Club; (f) has a pecuniary interest in any contract or proposed contract with the Club; (g) is suspended pursuant to rule 21; or

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(h) is convicted of a criminal offence.

Division 4—Meetings of Committee Meetings of the Committee 55. The Members of the Committee may meet for the dispatch of business, adjourn, and otherwise regulate their meetings as they think fit; provided that a meeting of the Committee shall be held at least once every two months. 56 Notice of meetings

(1) Notice of each Committee meeting must be given to each Committee member no later than 7 days before the date of the meeting.

(2) Notice may be given of more than one committee meeting at the same time. (3) The notice must state the date, time and place of the meeting. (4) If a special Committee meeting is convened, the notice must include the general nature of

the business to be conducted. (5) The only business that may be conducted at the meeting is the business for which the

meeting is convened. 57 Urgent meetings (a) The Honorary General Secretary shall at any time if so requested by the President or by any two other members of the Committee convene a meeting of the Committee.

(b) In cases of urgency, a meeting can be held without notice being given in accordance with rule 56 provided that as much notice as practicable is given to each committee member by the quickest means practicable.

(2) Any resolution made at the meeting must be passed by an absolute majority of the Committee.

(3) The only business that may be conducted at an urgent meeting is the business for which the meeting is convened.

58 Procedure and order of business (1) The procedure to be followed at a meeting of a Committee must be determined from time

to time by the Committee. (2) The order of business may be determined by the members present at the meeting. 59 Use of technology (1) A committee member who is not physically present at a committee meeting may

participate in the meeting by the use of technology that allows that Committee member and the Committee members present at the meeting to clearly and simultaneously communicate with each other.

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(2) For the purposes of this Part, a Committee member participating in a Committee meeting as permitted under sub rule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

60 Voting

If present the President shall be the Chairman of all meetings of the Committee and in his absence the Vice President shall preside. If neither the President nor the Vice President is present at any meeting of the Committee, the members present shall choose one of their number to be Chairman of the meeting. (a) Resolutions at all meetings of the Committee shall be decided by a simple majority of members

present in person. Every member of the Committee including the Chairperson shall have one vote. In the event of an equality of votes the Chairperson shall have a second or Casting vote. (b) Special Resolution[s] for which proxy voting shall be allowed will be determined by not less than three quarters vote in favour of the resolution[s]. 61. Quorum Five members of the Committee shall form a quorum.

PART 6—FINANCIAL MATTERS

62 Source of funds The funds of the Association may be derived from joining fees, annual subscriptions, donations, fund-raising activities, grants, interest and any other sources approved by the Committee.

63 Management of funds (1) The Association must open an account with a financial institution from which all

expenditure of the Association is made and into which all of the Association's revenue is deposited.

(2) Subject to any restrictions imposed by a general meeting of the Association, the Committee may approve expenditure on behalf of the Association.

(3) The Committee may authorise the Treasurer to expend funds on behalf of the Association (including by electronic funds transfer) up to a specified limit without requiring approval from the Committee for each item on which the funds are expended.

(4) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by 2 Committee members.

(5) All funds of the Association must be deposited into the financial account of the Association no later than 5 working days after receipt.

(6) With the approval of the Committee, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.

64 Financial records (1) The Association must keep financial records that— (a) correctly record and explain its transactions, financial position and performance; and

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(b) enable financial statements to be prepared as required by the Act. (2) The Association must retain the financial records for 7 years after the transactions covered

by the records are completed. (3) The Treasurer must keep in his or her custody, or under his or her control— (a) the financial records for the current financial year; and (b) any other financial records as authorised by the Committee. 65 Financial statements (1) For each financial year, the Committee must ensure that the requirements under the Act

relating to the financial statements of the Association are met. (2) Without limiting sub rule (1), those requirements include— (a) the preparation of the financial statements; (b) if required, the review or auditing of the financial statements; (c) the certification of the financial statements by the Noard; (d) the submission of the financial statements to the annual general meeting of the

Association; (e) the lodgement with the Registrar of the financial statements and accompanying

reports, certificates, statements and fee.

PART 7—GENERAL MATTERS

66 Common seal (1) The Association may have a common seal. (2) If the Association has a common seal— (a) the name of the Association must appear in legible characters on the common seal; (b) a document may only be sealed with the common seal by the authority of the

Committee and the sealing must be witnessed by the signatures of two Committee members;

(c) the common seal must be kept in the custody of the Secretary. 67 Registered address

The registered address of the Association is— (a) the address determined from time to time by resolution of the Committee; or (b) if the Committee has not determined an address to be the registered address—

the postal address of the Secretary. 68 Notice requirements (1) Any notice required to be given to a member or a Committee member under these Rules

may be given— (a) by handing the notice to the member personally; or (b) by sending it by post to the member at the address recorded for the member on the

register of members; or (c) by email or facsimile transmission. (2) Sub rule (1) does not apply to notice given under rule 60.

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(3) Any notice required to be given to the Association or the Committee may be given— (a) by handing the notice to a member of the Committee; or (b) by sending the notice by post to the registered address; or (c) by leaving the notice at the registered address; or (d) if the Committee determines that it is appropriate in the circumstances— (i) by email to the email address of the Association or the Secretary; or (ii) by facsimile transmission to the facsimile number of the Association. 69 Custody and inspection of books and records (1) Members may on request inspect free of charge— (a) the register of members; (b) the minutes of general meetings; (c) subject to sub rule (2), the financial records, books, securities and any other relevant

document of the Association, including minutes of Committee meetings. Note

See note following rule 18 for details of access to the register of members.

(2) The Committee may refuse to permit a member to inspect records of the Association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association.

(3) The Committee must on request make copies of these rules available to members and applicants for membership free of charge.

(4) Subject to sub rule (2), a member may make a copy of any of the other records of the Association referred to in this rule and the Association may charge a reasonable fee for provision of a copy of such a record.

(5) For purposes of this rule— relevant documents means the records and other documents, however compiled, recorded

or stored, that relate to the incorporation and management of the Association and includes the following—

(a) its membership records; (b) its financial statements; (c) its financial records; (d) records and documents relating to transactions, dealings, business or property of

the Association. INDEMNITY OF OFFICERS 70. Every member of the Committee, agent, auditor, secretary and other officer for the time being of the

Club shall in respect of duties or acts performed on behalf of the Club be indemnified out of the assets of the Club against any liability incurred by him in defending any civil proceedings, or any criminal proceedings in which judgment is given in his favour or in which he is acquitted, or in connection with any application under the Act in which relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust.

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Audit 75. Nominations for the position of Auditor(s) of the Club shall be lodged with the Honorary General

Secretary at least twenty-eight days prior to the Annual General Meeting. Nominee(s) must meet the requirements of the Associations Incorporation Act (as amended). The nomination paper to be signed by two nominating members and the proposed appointee and shall state the Audit Fee required by the nominee. Upon receipt of such nomination(s) the Honorary General Secretary shall post the same on the Notice Board in the Clubhouse.

In the event of two or more candidates being nominated, a ballot shall be conducted in terms of Rule 32, excluding Clause (j)(ii).”

DISSOLUTION OF THE CLUB 71

If upon the winding up or dissolution of the Club there remains, after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid or distributed amongst the members of the Club, but shall be given or transferred to some other company, club or corporation having purposes similar or in part similar to the purposes of the Club, and which shall prohibit the distribution of its or their income or property amongst its or their members to an extent at least as great as is imposed upon the Club by virtue of rule 49. Such company, club or corporation shall be determined by the members of the Club at or before the time of dissolution, and in default thereof by such Judge of the Supreme Court of Victoria as may have or acquire jurisdiction in the matter.

72 Alteration of Rules

These Rules may only be altered by special resolution of a general meeting of the Association. Note

An alteration of these Rules does not take effect unless or until it is approved by the Registrar. If these Rules (other than rule 1, 2 or 3) are altered, the Association is taken to have adopted its own rules, not the model rules.

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As amended AGM June 2004